BYLAWS

OF

ALAMO AREA ACADEMIES, INC.

A Texas Non-Profit Corporation

These Bylaws (“Bylaws”) govern the affairs of Alamo Area Academies, Inc., a Texas non-profit corporation (the “Corporation”), organized under the Texas Non-Profit Corporation Act (the “Act”).

GENERAL STATEMENT OF PURPOSE

At the time of the incorporation of the Corporation, it was the intention of the Corporation’s Board of Directors (“AAAI Board of Directors”) to undertake certain activities, including, but not limited to:

· Approving the budget for all Academies supported by the Corporation (each an “Academy” and collectively, the “Academies”) and reviewing necessary financial reports.

· Securing the financial, material and human resources from government, industry, foundations, the community and other sources needed to sustain the Corporation and the individual Academies.

· Approving the strategic plan for the Academies.

· Coordinating the Academies’ marketing and promotional activities.

· Overseeing the development and administration of scholarship programs for Academy graduates.

· Determining the need for new Academies, and helping to establish them.

· Making the decision to close existing Academies when appropriate, following consultation with and recommendations from that Academy’s Industry Council (“Industry Council”).

· Establishing governance policies for each Academy, including the size of each Industry Council, and appointing members of the Boards of Advisory Directors upon recommendation from those Boards.

· Overseeing the coordination of the individual Academy programs so that the Academies as a whole function effectively to promote the goals and objectives of the Corporation.

As a vibrant community volunteer undertaking, the foregoing non-exclusive Statement of Purpose is not intended to be legally binding. The AAAI Board of Directors reserves the right to modify, eliminate or amend the foregoing General Statement of Purpose from time to time, in the AAAI Board of Directors’ sole discretion whenever in its judgment the best interests of the Corporation would be served thereby.

ARTICLE I.

OFFICES

1.1 Principal Office. The principal office of the Corporation shall be located in San Antonio, Bexar County, Texas.

1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Texas, as the AAAI Board of Directors may determine or as the affairs of the Corporation may require from time to time.

1.3 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the AAAI Board of Directors.

ARTICLE II.

MEMBERS

2.1 Classes of Members. The Corporation shall have no members.

ARTICLE III.

BOARD OF DIRECTORS

3.1 General Powers. The affairs of the Corporation shall be managed by its board. Only Directors and guests of the AAAI Board of Directors may attend meetings of the AAAI Board of Directors.

3.2 Number. The number of Directors shall be increased hereby from three (3) as specified in the Articles of Incorporation to not less than seven (7) nor more than twenty-five (25). The total number of members of the AAAI Board of Directors (each a “Director”) shall be designated by the AAAI Board of Directors from time to time by a majority vote of the AAAI Board of Directors, but in no event shall the number be less than seven (7).

3.3 Designated Directors. The AAAI Board of Directors shall, at all times, have directors designated (“Designated Directors”) by the following designating parties (each a “Designating Party” and collectively, the “Designating Parties”):

(a) one (1) Designated Director shall be designated to the AAAI Board of Directors by the Industry Council of each of the Academies supported by the Corporation as the Designating Party;

(b) one (1) Designated Director shall be designated to the AAAI Board of Directors by the Alamo Community College District as the Designating Party;

(c) one (1) Designated Director shall be designated to the AAAI Board of Directors by the City of San Antonio, Texas as the Designating Party; and

(d) one (1) Designated Director shall be designated to the AAAI Board of Directors by Alamo Worksource as the Designating Party.

Each Designating Party shall only select candidates to be a Designated Director who are qualified and committed to personally attend AAAI Board of Directors meetings, play an active role in the AAAI Board of Directors and participate in the activities of the Corporation. The names of each of the candidates shall be submitted to the Executive Committee of the AAAI Board of Directors for consideration and comment in advance of becoming a Designated Director; however, each candidate selected by a Designating Party shall nevertheless become a Designated Director as and when so designated by the Designating Party.

3.4 Additional Directors. In addition to the Designated Directors, there shall be such additional Directors as the AAAI Board of Directors shall establish, from time to time (“Additional Directors”). As with the Designated Directors, candidates to become Additional Directors shall be qualified and committed to attending AAAI Board of Directors meetings, playing an active role in the AAAI Board of Directors and participating in the activities of the Corporation.

3.5 Election. The initial members of the AAAI Board of Directors shall, by majority vote, nominate and elect the first twenty (20) members of the AAAI Board of Directors. Once twenty (20) Directors are so elected, the AAAI Board of Directors as thereafter constituted may, from time to time, nominate and elect, by majority vote, additional Directors until the maximum number of directors have been elected. The Corporation will hold an annual meeting of the AAAI Board of Directors during the month of March of each year (“Annual Meeting”). At least one (1) month prior to the Annual Meeting, the Executive Committee shall meet to nominate candidates for AAAI Board of Directors positions, including the persons designated to be Designated Directors by the Designating Parties. At the Annual Meeting, the AAAI Board of Directors shall elect Directors, other than Designated Directors, to be filled, including any vacant positions. At least a majority of the members of the AAAI Board of Directors must participate for the election to be valid. Individual members of the AAAI Board of Directors shall vote either for or against the entire slate of designated candidates. The slate must be approved by a majority of those members voting. If the proposed slate is not approved, the Executive Committee will meet and propose another slate (or slates, if more than one submission is necessary) for consideration in accordance with the foregoing until a slate of Directors is elected. The AAAI Board of Directors shall also elect a Chair of the AAAI Board of Directors (“Chair”) by majority vote. The AAAI Board of Directors shall determine the procedures for the election where not specified in the Articles or these Bylaws.

3.6 Tenure. Each Director shall initially hold office for a term of one (1) year from the meeting in which he or she is designated or elected in accordance with Sections 3.3 and 3.4, and until a successor shall have been designated or elected, qualified, and accepted office at the next annual meeting. A Designated Director shall serve as a Director for such period as the Designated Director is so designated by the Designating Party. Each Director shall hold office until his or her term expires and until his or her successor shall have been elected and qualified. A Director (other than a Designated Director) may be re-elected for as many terms as the Director is willing and able to serve as a Director.

3.7 Vacancies. Any vacancy occurring on the AAAI Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the AAAI Board of Directors, except that a vacancy of a Designated Director shall be filled by the Designating Party with which the vacating Director was affiliated. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The name(s) of the of the nominee(s) to fill the vacancy and the date the nominee(s) respective term will expire must be circulated to the AAAI Board of Directors at least ten (10) days before the date of the election of the nominee(s). The election of Directors to replacement terms shall be by a majority vote of the Directors.

3.8 Resignation or Removal of Directors. Any Director may resign at any time. Any Director who fails to attend three (3) consecutive regular meetings of the AAAI Board of Directors may be removed without notice by resolution passed by a majority of the seated Directors of the AAAI Board of Directors. Any Director may be removed by resolution passed by a two-thirds majority of the Directors whenever in its judgment the best interests of the Corporation would be served thereby. A Designated Director may be removed (i) as otherwise provided by these Bylaws; (ii) at any time at the request of such Designating Party, if such Director was designated by such Designating Party; or (iii) in the event of the resignation, incapacity or death of any Designated Director. In the event of the removal of a Designated Director, the Designating Party shall promptly designate a replacement in accordance with these Bylaws who shall become a Designated Director who shall serve until removed as previously provided herein.

3.9 Regular Meetings. The AAAI Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation’s principal office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the AAAI Board of Directors is required other than a resolution of the AAAI Board of Directors stating the time and place of the meetings.

3.10 Special Meetings. Special meetings of the AAAI Board of Directors may be called by or at the request of the Chair or any two Directors. The person or persons authorized to call special meetings of the AAAI Board of Directors may fix any place, within the State of Texas, as the place for holding any special meetings of the AAAI Board of Directors called by them. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the Directors as required by Section 12 of these Bylaws.

3.11 Cancellation of Meetings. The AAAI Board of Directors may cancel any meeting for cause, except as may be otherwise provided by these Bylaws.

3.12 Notice. Notice of any special meeting of the AAAI Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail, electronic transmission (e.g. e-mail), facsimile or telegram to each Director at his or her postal, facsimile or e-mail address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered upon transmission. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice given by electronic transmission is deemed given when the notice is transmitted to an electronic mail address provided by the Director for the purpose of receiving notice or communicated to the Director by any other form of electronic transmission consented to by the Director. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the AAAI Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

3.13 Meetings Held by Consent; Waiver of Notice. A meeting of the AAAI Board of Directors may be held at any time and place without notice by prior unanimous consent of the Directors, or with the presence and participation of all Directors. Any notice required to be given under this Article may be waived by the person entitled thereto.

3.14 Quorum. A majority of the voting members of the AAAI Board of Directors shall constitute a quorum for the transaction of business at any meeting of the AAAI Board of Directors; but if less than a majority of the Directors are represented, by presence or by proxy, at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.15 Proxy. Although a Director may not send a representative to an AAAI Board of Directors meeting in lieu of attending a meeting, any member of the AAAI Board of Directors may appoint another member of the AAAI Board of Directors to serve as proxy with full power of substitution to attend and represent them at any AAAI Board of Directors meeting. The proxy appointment shall be in written form, signed by the Director appointing the proxy, and must clearly identify the specific meeting for which the proxy is authorized. A proxy shall be void if the Director who executed it personally attends the meeting.

3.16 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the AAAI Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

3.17 Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the AAAI Board of Directors the expenses of attendance, if any, may be allowed for attendance at each meeting of the AAAI Board of Directors; however, nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

3.18 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors or any committee, or any action which may be taken at a meeting of Directors or any committee, may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by a sufficient number of Directors or committee members as would be necessary to take that action at a meeting at which all of the Directors or members of the committee were present and voted.

3.19 Attendance by Telephone. Members of the AAAI Board of Directors may participate in and hold a meeting of such AAAI Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE IV.

OFFICERS

4.1 Officers. The officers of the Corporation shall be a President, a Chair, a Secretary, a Treasurer and if the AAAI Board of Directors determines appropriate, one or more Vice Chairs, and such other officers as may be elected in accordance with the provisions of this Article. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers shall have the authority to perform their duties prescribed by law or by these Bylaws and/or by the AAAI Board of Directors.

4.2 Election and Term of Office. The officers of the Corporation (except the President) shall be elected annually by the AAAI Board of Directors at the Annual Meeting of the AAAI Board of Directors and will assume office immediately upon election. If the election of officers shall not be held at such Annual Meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the AAAI Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. All officers are eligible to be elected to successive terms of office.

4.3 Removal. Any officer elected or appointed by the AAAI Board of Directors may be removed by resolution passed by personal or proxy vote of the majority of the seated Directors whenever it is the judgment of the AAAI Board of Directors that the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

4.4 Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the AAAI Board of Directors for the unexpired portion of the term.

4.5 President. The President shall be an ex-officio Director of the Corporation and shall attend meetings of the AAAI Board of Directors save and except those dealing with the compensation, employment or termination of the employment of the President but shall not be a voting member of the AAAI Board of Directors. The AAAI Board of Directors, by a two-thirds (2/3) majority vote, shall hire and/or terminate the employment of the President. The pay, conditions of employment, and responsibilities and powers of the President other than as set forth in these Bylaws shall be determined by a two-thirds (2/3) vote of the Executive Committee. The President shall serve at the pleasure of the AAAI Board of Directors. The President shall be the chief executive and administrator of the Corporation and shall be responsible for the operations of the Corporation under the direction of the AAAI Board of Directors. Subject to the advance approval of the Executive Committee, the President may employ, and may terminate, members of the staff necessary to carry on the work of the Corporation, shall fix their compensation within the approved budget and supervise them in the conduct of their duties. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the AAAI Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the AAAI Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the AAAI Board of Directors or by these Bylaws or by statute to some other officer, committee or agent of the Corporation; and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the AAAI Board of Directors from time to time.

4.6 Chair. The Chair of the AAAI Board of Directors shall be chosen from among the Directors by the Board. The Chair will prepare the agenda and preside at all meetings of the Board, serve on Board committees as provided in these Bylaws, act as spokesperson for the Board, and perform such other duties as from time to time may be assigned to him or her by the Board.

4.7 Secretary. The Secretary shall also be a Director. The Secretary shall keep the minutes of the meetings of the Executive Committee and the AAAI Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each Director which shall be furnished to the Secretary by each Director; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the AAAI Board of Directors.

4.8 Treasurer. The Treasurer shall also be a Director. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the AAAI Board of Directors. If required by the AAAI Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the AAAI Board of Directors shall determine. The AAAI Board of Directors of Directors may engage another entity to carry out the fiscal administration responsibilities of the Corporation under the supervision of the Treasurer.

4.9 Vice Chair(s). In the absence of the Chair or in the event of the Chair’s inability or refusal to act, the Vice Chair (or in the event there be more than one Vice Chair, the Vice Chairs in order of their succession to the Chair as designated by the AAAI Board of Directors) shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. Any Vice Chair shall perform such other duties as from time to time may be assigned to a Vice Chair by the AAAI Board of Directors.

ARTICLE V.

COMMITTEES

5.1 Committees of Directors. The AAAI Board of Directors, by resolution adopted by a majority of the Directors in office, shall designate and appoint one or more committees which shall include an Executive Committee, a Finance Committee, and certain standing committees as provided in Section 5.4. Each committee shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the AAAI Board of Directors in the management of the Corporation. However, no such committee shall have the authority of the AAAI Board of Directors in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the AAAI Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the AAAI Board of Directors, or any individual Director, of any responsibility imposed on the AAAI Board of Directors or the Director by law.

5.2 Executive Committee. The Executive Committee shall consist of the following eight (8) members: (i) Chair (who shall chair the Executive Committee), (ii) the Secretary, (iii) the Treasurer, (iv) two (2) Designated Directors as shall be elected by a majority vote of the AAAI Board of Directors and (iii) two (2) Directors (other than non-Designated Directors) elected by a majority vote of the AAAI Board of Directors and (iv) the immediate past Chair or such other Director as the initial Chair may designate until the initial Chair is succeeded as Chair. The President shall attend all meetings of the Executive Committee save and except those dealing with the employment or termination of the employment of the President but shall not be a voting member of the Executive Committee. The Executive Committee shall have and exercise the authority of the AAAI Board of Directors in the management of the Corporation. The Executive Committee shall meet at the discretion of the Chair. A majority of the Executive Committee shall constitute a quorum. The Executive Committee will be responsible for recommending the annual budget in accordance with Section 5.3 and other proposals to the AAAI Board of Directors. The Executive Committee shall maintain minutes of all actions taken at an Executive Committee meeting.

5.3 Budget. Before incurring any expenses of any kind or nature, the President shall prepare and submit for the approval of the Executive Committee which, in turn, shall review and submit for the approval of the AAAI Board of Directors, a detailed budget, and no expenses shall be incurred in excess of such budget, except upon approval of the AAAI Board of Directors. Thereafter, budgets for annual operations shall be similarly so prepared and submitted to the AAAI Board of Directors for its approval.

5.4 Finance Committee. The Finance Committee shall consist of the following five (5) Directors: (i) the Chair; (ii) Treasurer, (iii) two (2) Designated Directors as shall be designated by a majority vote of the AAAI Board of Directors but only one (1) of which may be a member of the Executive Committee; and (iv) one (1) other Director designated by a majority vote of the AAAI Board of Directors and who is not a member of the Executive Committee. The President shall attend all meetings of the Finance Committee save and except those dealing with the employment or termination of the employment of the President but shall not be a voting member of the Finance Committee. The Treasurer will serve as chair of the Finance Committee.

5.5 Standing Committees. In addition to the Executive Committee and the Finance Committee, there may be the following standing committees of the AAAI Board of Directors, as determined by a majority vote of the AAAI Board of Directors: Administration, Fundraising, Long-Range Planning and Board Development/Nominating Committees. Other committees not having and exercising the authority of the AAAI Board of Directors in the management of the Corporation may be designated by resolution adopted by a majority of the Executive Committee present at a meeting at which a quorum is present. Such committees will have the responsibilities and powers deemed proper by the Executive Committee. The Chair of the Board shall appoint the chair of each committee (“Committee Chair”) subject to the approval of the Executive Committee. The Committee Chair of each committee may then select at least one (1) Director to serve on the committee and any number of other members of the Committee who need not be members of the AAAI Board of Directors. Any members of a committee may be removed by the Committee Chair of that committee whenever, in the judgment of the Committee Chair of that committee, the best interests of the Corporation shall be served by such removal.

5.6 Other Committees. Other committees not having and exercising the authority of the AAAI Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the Chair of the Board shall appoint the members thereof subject to the approval of the Executive Committee. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment, the best interest of the Corporation shall be served by such removal.

5.7 Term of Office. Each member of a committee shall continue as such until the next Annual Meeting and until the committee member’s successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

5.8 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

5.9 Quorum. Unless otherwise provided in the resolution of the AAAI Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a committee meeting at which a quorum is present shall be the act of the committee.

5.10 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the AAAI Board of Directors.

ARTICLE VI.

ACADEMY INDUSTRY COUNCILS

6.1 Academy Industry Councils Statement of Purposes. Each Academy shall have its own volunteer Industry Council, consisting of representatives from employers, schools and other participating entities. The Industry Councils shall not be legal entities and shall act in an advisory capacity. At the time of the incorporation of the Corporation, it was the intention of the AAAI Board of Directors that each of the Academy Industry Councils undertake certain activities, including, but not limited to:

· Identifying the skill needs of the industry it represents and working with the teaching faculty to keep the curriculum in the Academy current and relevant.

· Conducting an annual fundraising campaign to support the Academy’s budget.

· Providing materials, equipment and human resources to support the Academy.

· Maintaining broad representation across the industry in its membership.

· Providing opportunities for student internships.

· Assisting in the job placement of graduates.

· Monitoring and evaluating the progress of the Academy, and recommending to the AAAI Board of Directors the expansion, contraction or closure of the Academy when it finds those actions appropriate.

· Participating in career awareness activities for current and prospective students, and in school staff development programs that support the Academy.

· With staff, developing the budget for the Academy for submission to the AAAI Board of Directors.

· Such other activities as the AAAI Board of Directors may specify.

As a vibrant community volunteer undertaking, the foregoing non-exclusive Academy Industry Council Statement of Purposes is not intended to be legally binding. The AAAI Board of Directors reserves the right to modify, eliminate or amend the foregoing from time to time, in the AAAI Board of Directors’ sole discretion whenever, in its judgment, the best interests of the Corporation would be served thereby.

6.2 Membership. Members of each Academy’s initial Industry Council shall be appointed by the AAAI Board of Directors after consultation with the participating entities in the individual Academies. Subsequent Industry Council members shall be nominated as a slate by the current members of each Academy’s Industry Council subject to confirmation by a majority vote of the AAAI Board of Directors. Each Industry Council will elect its own chair (“Industry Council Chair”), and it will designate one of its members to also serve as a Director on the AAAI Board of Directors

6.3 Number and Term of Office. The number of members of each Academy’s Industry Council shall be determined from time to time by the AAAI Board of Directors. Industry Council members shall serve one (1) year terms until the next Annual Meeting of the AAAI Board of Directors and may be reappointed for unlimited subsequent terms.

6.4 Vacancies. Any vacancy occurring in a respective Industry Council and any opening to be filled by reason of an increase in the number of members of a respective Industry Council, shall be filled by the Executive Committee in consultation with the Industry Council Chair of the respective Industry Council. An Industry Council member selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The selection of an Industry Council member to a replacement term shall be by a majority vote of the AAAI Board of Directors in consultation with the chair of the respective Industry Council.

6.5 Resignation or Removal of Industry Council members. Any Industry Council member may resign at any time. Any Industry Council member may be removed by resolution passed by a majority of the AAAI Board of Directors in consultation with the Industry Council Chair of the respective Industry Council (or the Industry Council if the Industry Council Chair is subject to removal) whenever the AAAI Board of Directors, in its judgment, determines that the best interests of the Corporation and/or the respective Academy would be served thereby. The chair of a respective Industry Council may be similarly removed by the AAAI Board of Directors whenever the AAAI Board of Directors, in its judgment, determines that the best interests of the Corporation and/or the respective Academy would be served thereby.

6.6 Meetings and Rules of Procedure. Each respective Industry Council shall meet in accordance with Sections 3.9 through 3.19 of these Bylaws, mutatis mutandis, and shall adopt such other rules and procedures as it finds appropriate to conduct its business, subject to approval by the AAAI Board of Directors. It shall be the responsibility of each Industry Council Chair to have such minutes prepared and submitted to the Secretary of the Corporation promptly following each meeting of the respective Industry Council.

6.7 Officers. With the advance approval of the AAAI Board of Directors, each respective Industry Council may create such other offices as it deems necessary for the efficient discharge of its responsibilities.

6.8 No Authority to Bind the Corporation. No member or officer of any Industry Council shall have, or represent that he or she has, any authority or power to represent or legally bind the Corporation nor shall any member or officer of any Industry Council take any action that has the appearance of any such authority.

ARTICLE VII.

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

7.1 Contracts. The AAAI Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

7.2 Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the AAAI Board of Directors, specifically including delegation of authority for disbursements to a fiscal agent of the Corporation. In the absence of such determination by the AAAI Board of Directors, such instruments shall be signed by the fiscal agent, President or Treasurer and, if the amount exceeds $2,500.00, the instrument shall be countersigned by the President or Chair.

7.3 Loans. No loans shall be contracted on behalf of the Corporation unless authorized by a resolution of the AAAI Board of Directors. Such authority may be general or confined to specific instances.

7.4 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the AAAI Board of Directors may select. If an independent fiscal agent is engaged to administer the fiscal affairs of the Corporation, funds held for the Corporation by that fiscal agent are deemed to be properly deposited for the purposes of these Bylaws.

7.5 Gifts. The AAAI Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

7.6 Interests of Directors, etc. Subject to the restrictions of Sections 8.7 and 8.8 of this Article, the Corporation may enter into contracts or other transactions with any other corporation, person, firm, association, trust or entity even though one or more of the Directors or officers of the Corporation may be a party to or interested directly or indirectly in such contracts or transactions in some capacity other than as a Director or officer of the Corporation, but, if any Director or officer of the Corporation having such other interest acts in any way for or on behalf of the Corporation in connection with such matter, such other interest shall be made known to the AAAI Board of Directors before it finally authorizes or approves such contract or transaction.

7.7 Prohibition Against Sharing in Corporate Earnings. No Director, officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings of pecuniary profit from the operations of the Corporation, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation; provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed in accordance with these Bylaws. Upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the AAAI Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the AAAI Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the AAAI Board of Directors, exclusively to entities which are qualified as exempt organizations under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.

7.8 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE VIII.

BOOKS AND RECORDS

8.1 Books and Records. The Secretary of the Corporation shall keep, or have kept, correct and complete books and records of account and shall also keep, or have kept, minutes of the proceedings of the AAAI Board of Directors and committees having any of the authority of the AAAI Board of Directors and each Academy.

ARTICLE IX.

INDEMNIFICATION AND INSURANCE

9.1 Indemnification. The corporation shall indemnify persons for whom indemnification is permitted by applicable law to the fullest extent permissible under applicable law.

9.2 Insurance. The AAAI Board of Directors may purchase such insurance coverages, including, but not limited to comprehensive general liability and indemnification insurance, as the AAAI Board of Directors from time to time shall determines to be necessary and desirable in such AAAI Board of Directors’ sole discretion.

ARTICLE X.

FISCAL YEAR

10.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

ARTICLE XI.

WAIVER OF NOTICE

11.1 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles of Incorporation or these Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII.

AMENDMENTS TO BYLAWS

12.1 Amendment to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least five (5) days’ written notice is given of an intention to alter, amend or repeal these Bylaws or to adopt new Bylaws at such meeting.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

13.1 Legal Authorities Governing Construction of Bylaws. These Bylaws shall be construed in accordance with the laws of the State of Texas. All references in these Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

13.2 Legal Construction. If any provision in these Bylaws is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and these Bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in these Bylaws.

13.3 Rules of Order. The meetings and proceedings of this Corporation shall be regulated and controlled according to “Robert’s Rules of Order Revised” for parliamentary procedure, except as may otherwise be provided by these Bylaws.

13.4 Headings. The headings used in these Bylaws are used for convenience and shall not be considered in construing the terms of these Bylaws.

13.5 Gender. Wherever the context requires, all words in these Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

13.6 Power of Attorney. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the Corporation to be kept with the Corporation records.

13.7 Parties Bound. These Bylaws shall be binding upon and inure to the benefit of the Directors, officers, committee members, employees, any agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in these Bylaws.

Approved by the Board: April 15, 2005.

______________, Secretary